Loading...
HomeMy WebLinkAbout2014-04-08; City Council; 21556; Approval Lease Agreement New Village Arts for Theater, Arts Incubator 2787 State StreetCITY OF CARLSBAD - AGENDA BILL AB# 21,556 APPROVAL OF THE LEASE AGREEMENT BETWEEN THE NEW VILLAGE ARTS AND THE CITY OF CARLSBAD FOR A THEATER AND ARTS INCUBATOR AT 2787 STATE STREET DEPT. DIRECTOR fvl MTG. 4/8/14 APPROVAL OF THE LEASE AGREEMENT BETWEEN THE NEW VILLAGE ARTS AND THE CITY OF CARLSBAD FOR A THEATER AND ARTS INCUBATOR AT 2787 STATE STREET CITY ATTY. WW DEPT. PW-PEM APPROVAL OF THE LEASE AGREEMENT BETWEEN THE NEW VILLAGE ARTS AND THE CITY OF CARLSBAD FOR A THEATER AND ARTS INCUBATOR AT 2787 STATE STREET CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 2014-059 a resolution of the City Council of the City of Carlsbad, California, authorizing the City Manager to execute the lease agreement with New Village Arts for the City- owned property located at 2787 State Street. ITEM EXPLANATION; New Village Arts had an existing lease with Carlsbad Redevelopment Agency which expired June 30, 2013. They currently lease and occupy approximately 9,400 square feet at 2787 State Street. The attached lease agreement between the City of Carlsbad and New Village Arts allows for the theater and arts incubator programs to continue at the State Street building. The renewal of this lease will further the goals and objectives of the Arts Element of the City of Carlsbad's General Plan, specifically objectives B.l which promote permanent facilities for exhibition, performance, rehearsal, discussion, or teaching of visual and performing arts and cultural endeavors, and objective B.3 which encourages residents and visitors to practice, participate, attend and observe artistic and cultural activities. If approved, the lease will be retroactive to July 1, 2013 and will have a term of three (3) years with a required rental payment of one ($1) dollar per year and an option to extend the lease for two (2) additional one (1) year periods. Lessee agrees to pay, and has already paid, a deposit of two thousand dollars ($2,000). New Village Arts will submit an annual financial statement and an annual report summarizing the prior year's incubator arts program accomplishments and its economic impact on the Carlsbad Village area. Lessee will also submit performance metrics, as described in Exhibit "A" ofthe lease agreement, providing information on on-site operations. FISCAL IMPACT: The terms ofthe lease provide for monthly payments one dollar per year. Metrics will be reported by New Village Arts on an annual basis to ensure that their operations continue to support the City of Carlsbad's long term economic development goals for the downtown village. DEPARTMENT CONTACT: Joe Garuba (760) 434-2893; ioe.garuba(5)carlsbadca.gov FOR CLERK USE. COUNCIL AaiON: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • REPORT RECEIVED • PAGEZ ENVIRONMENTAL IMPACT: The proposed action is exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15301 - Existing Facilities. Section 15301 exempts the leasing of property involving negligible or no expansion of use beyond that existing at the time of lead agency's determination. EXHIBITS; 1. Resolution No. 2014-059 authorizing the City Manager to execute the lease agreement with New Village Arts Theater for the City-owned property located at 2787 State Street. 2. Lease Agreement between New Village Arts Theater and the City of Carlsbad. Exhibit 1 1 RESOLUTION NO. 2014-059 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE LEASE AGREEMENT WITH NEW VILLAGE ARTS FOR CITY OWNED PROPERTY LOCATED AT 2787 STATE STREET 6 WHEREAS, the City Council of the City of Carlsbad has determined that it is in 27 28 the best interest of the City to enter into a Lease Agreement with New Village Arts for City owned property located at 2787 State Street, and WHEREAS, the renewal of this lease will further the goals and objectives of the Arts Element of the City of Carlsbad's General Plan, specifically objectives B.l which promote permanent facilities for exhibition, performance, rehearsal, discussion, or teaching of visual and performing arts and cultural endeavors, and objective B.S which 7 8 9 10 11 12 13 encourages residents and visitors to practice, participate, attend and observe artistic j5 and cultural activities, and 16 WHEREAS, If approved, the lease will be retroactive to July 1, 2013 and will 17 have a term of three (3) years with a required rental payment of one ($1) dollar per year 1^ and an option to extend the lease for two (2) additional one (1) year periods, and WHEREAS, New Village Arts will submit an annual financial statement and an annual report summarizing the prior year's incubator arts program accomplishments and its economic impact on the Carlsbad Village area. Lessee will also submit performance metrics, as described in Exhibit "A" of the lease agreement, providing information on on-site operations, and 19 20 21 22 23 24 23 WHEREAS, the City Council has further determined that it accepts the terms of 26 the Lease Agreement with New Village Arts 3 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 2 Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the City Manager is authorized to execute the Lease Agreement between the City of Carlsbad and New Village Arts. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 8*^ day of April, 2014, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Schumacher and Blackburn. None. ABSENT: None. ATTEST: iifty Clerk BARBARA ENGLESON CITY OF CARLSBAD LEASE TO NEW VILLAGE ARTS THEATRE/ARTS INCUBATOR OF PROPERTY LOCATED AT 2787 STATE STREET CARLSBAD, CALIFORNIA 92008 AGREEMENT THIS AGREEMENT ("Agreement"), is made and entered into this July 1, 2013, by and between the City of Carlsbad, hereinafter called "Lessor", and New Village Arts, a non-profit corporation "Lessee", for the property located at 2787 State Street, California, 92008. WITNESETH: WHEREAS, the City of Cartsbad is the owner of the real property located at 2787 State Street, California, 92008 totaling approximately 9,400 square feet of commercial building space; and WHEREAS, Lessee desires to continue to lease from Lessor said building ("Leased Premises") to operate a theatre and arts incubator; and WHEREAS, Lessee intends to utilize 6,300 square feet in the rear of the Leased Premises for the purpose of live theatre performances, and 3,100 square feet in front of the said Leased Premises for the operation of an arts incubator for visual and performing cultural arts; NOW, THEREFORE, it is understood and agreed by and between the parties hereto as follows, to wit: Lessor shall lease said Leased Premises to Lessee for the term of this lease and upon the conditions as follows: 1. TERM: The term of the lease shall be for a period of three (3) years commencing on July 1, 2013, and ending on June 30, 2016. Lessee shall be entitied to conduct business prior to commencement date. Upon the expiration of this lease. Lessee may request and the Lessor may grant, at its sole discretion and option, the renegotiation of lease terms. At Lessor's sole discretion, Lessee may extend the Initial Lease Term for two (2) additional one (1) year penods, upon the same terms and conditions stated herein. Lessor will only consider a request for extension if Lessee has complied with all terms and conditions of this Agreement and Lessee submits a written request for the extension at least ninety (90) days priorto expiration ofthe Initial Lease Term. 2. RENT: (a) As and for the rent. Lessee agrees to pay to Lessor the sum of one dollar ($1.00) per year. On or before July 1, 2013, the first payment of $1.00 per year will be paid and all subsequent payments shall be payable in advance on or before the first day of each and every year during the term of this Agreement. New Village Arts Lease Page 2 of 15 October 2013 (b) Rent shall be delivered to the Finance Department of the City of Carlsbad at 1635 Faraday Avenue, Carlsbad, California, 92008. The designated place of payment and filing may be changed at any time by Lessor upon ten (10) days written notice to Lessee. Lessee assumes all risk of loss if payments are made by mail. (c) Lessee agrees to pay, and has paid prior to execution of this agreement, a Security Deposit in the amount of two thousand dollars ($2,000) to be paid upon execution of this Agreement. Lessee shall submit the Security Deposit in the form of a bank or cashier's check simultaneously, and or in conjunction with the signed Agreement. Lessor shall not cash nor deposit Security Deposit until the Agreement is signed by Lessor, resulting in the full execution of this agreement. Security Deposit shall be held in an interest bearing account in which upon expiration of this lease, Lessor shall retain all interest accrued over said lease term. Lessor shall not be required to keep the Security Deposit separate from its general accounts. If Lessee fails to pay Rent, or otherwise defaults under this lease. Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of said Security Deposit, Lessee shall within ten (10) days after written request therefore deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Agreement. 3. USE: Lessee agrees that the Leased Premises shall, be used only and exclusively for a live theatre and arts incubator for visual and performing arts and for no other purposes whatsoever without the wntten consent of Lessor. 4. EARLY TERMINATION: Lessor or Lessee shall each have a right to terminate this Agreement after the initial three (3) years of the lease term by giving written notice to the other party ninety (90) days prior to the expiration of the initial three year term. Upon termination by either party, Lessee shall remain responsible for all Rent and other charges owing on the date of termination as well as any late payment charges accruing thereafter. 5. IMPROVEMENTS: With the prior written approval of the City of Carisbad City Manager and all necessary permits from the City of Carisbad, Lessee may, at its own expense, make additional interior alterations or changes in the Leased Premises, make major repairs, or cause to be built, made or installed thereon any structures, machines, appliances, utilities, signs or other improvements necessary or desirable for the use of said Leased Premises. Lessee will be permitted to paint the exterior of the premises in accordance with standards acceptable to Lessor and with prior written approval of City of Carisbad City Manager. New Village Arts Lease Page 3 of 15 October 2013 6. SIGNAGE: Lessee shall be responsible for manufacturing and installation of signage in accordance with the sign regulations set forth within the Carisbad Village Master Plan and Design Manual and the City of Carisbad Municipal Code. Lessee agrees that no banners, pennants, flags, or other advertising devices, nor any temporary signs shall be permitted to be flown, installed, placed, or erected on the premises except in accordance with the City of Carisbad Village Master Plan and Design Manual and the City of Carisbad Municipal Code. 7. NAMING RIGHTS: Subject to approval by Lessor, Lessee shall have naming rights for the Leased Premises for the term of the Agreement. 8. ANNUAL REPORTING: No later than sixty (60) days after the end of the City's fiscal year ending June 30, Lessee shall submit an annual financial statement declaring all expense reimbursement and revenue of any kind received from the participants in the incubator arts programs or from the public attending those programs, an annual incubator arts program goals statement, and an annual report summarizing the prior year's incubator arts program accomplishments and its economic impact on the Carisbad Village area. Lessee shall also submit metrics as described in Exhibit "A". 9. OWNERSHIP; REMOVAL; SURRENDER/RESTORATION: (a) Ownership. Unless otherwise instructed per 9(b) hereof, all Lessee owned alterations and utility installations shall, at the expiration or termination of this Agreement, become the property of Lessor and be surrendered by Lessee with the premises. (b) Removal. By delivery to Lessee of written notice from Lessor not later than sixty (60) days prior to the end of the term of this lease. Lessor may require that any or all Lessee owned alterations or utility installations be removed upon the expiration or termination of this Agreement. Lessor may require the removal at any time of all or any part of any Lessee owned alteration without Lessor's consent. (c) Surrender/Restoration. Lessee shall surrender the premises by the expiration date or any eariier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of trade fixtures, Lessee owned alterations and/or utility installations, furnishings, and equipment installed by or for Lessee and by the removal, replacement, or remediation or any soil, material or groundwater contaminated with hazardous substance (as defined in Paragraph 25) by Lessee. Trade fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the premises New Village Arts Lease Page 4 of 15 October 2013 pursuant to this Paragraph 9(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 35 below. 10. PARKING: Lessee understands there is no on-site parking available for the Leased Premises. Lessee further understands that execution of this Agreement in no way grants Lessee or its invitees exclusive use of public parking adjacent to the Leased Premises. 11. REPRESENTATIONS & INDEMNITIES OF BROKER RELATIONSHIPS: Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder in connection with this Agreement, and that no person, firm, broker or finder is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions ofthe Lessee and/or Lessor, including any costs, expenses, or attorney's fees reasonably incurred with respect thereto. Any and all broker's commissions shall be paid by Lessee. 12. WAIVER OF RELOCATION BENEFITS: Lessee understands this Agreement is entered into for a specified period of time. Lessee therefore agrees to waive any and all relocation benefits defined in the California Relocation Assistance Law (Government Code, Section 7260, et. seq.). 13. LIENS: Lessee agrees that it will at all times hold Lessor free and harmless and indemnify it against all claims for labor or materials in connection with improvements, repairs, or alterations on the Leased Premises, including the costs of defending against such claims, and reasonable attorney's fees incurred therein. In the event that any lien or levy of any nature whatsoever is filed against the lease premises or the leasehold interests of the Lessee there, the Lessee shall, upon written request of Lessor, deposit with Lessor a bond conditioned for the payment in full of all claims upon which said lien or levy has been filed. Such bond shall be acknowledged by Lessee as principal and by a corporation, licensed by the Insurance Commissioner of the State of California to transact the business of a fidelity and surety insurance company, as surety. Lessor shall have the right to declare this Agreement in default in the event the bond required by this Paragraph 13 has not been deposited with the Lessor within ten (10) days after written request has been delivered to Lessee. 14. LEASE ENCUMBF^NCE: Lessee understands and agrees that it cannot encumber the lease, leasehold estate and the improvements thereon by a deed of trust, mortgage or other security instrument. If any deed of trust, mortgage or other security instrument that encumbers the lease, leasehold estate and the improvements thereon is entered into by Lessee, Lessor shall have the right to declare this Agreement in default. New Village Arts Lease Page 5 of 15 October 2013 15. ASSIGNMENT-SUBLEASE: Lessee shall not assign or transfer the whole or any part of this Agreement or any interest therein, nor sublease the whole or any part of the Leased Premises, nor contract for the management or operation of the whole or any part of the Leased Premises, nor permit the occupancy of any part thereof by any other person or business entity, nor permit transfer of the lease by merger, consolidation or dissolution, without obtaining prior written consent of Lessor, in each instance; notwithstanding the foregoing. Lessee may sublease any part of the premises for the acceptable uses enumerated under paragraph 3. 16. DEFAULT: It is mutually understood and agreed that if any default be made in the payment of rental herein provided or in the performance of the covenants, conditions, or agreements herein (any covenant or agreement shall be construed and considered as a condition), or should Lessee fail to fulfil in any manner the uses and purposes for which said Leased Premises are leased as above stated, and such default shall not be cured within or ten (10) days after written notice thereof if default is in the performance of the use obligation provisions pursuant to Paragraph 3 of this lease, or thirty (30) days after written notice thereof if default is in the payment of rent, or in the performance of any other covenant, condition and agreements (any covenant or agreement shall be construed and considered as a condition). Lessor shall have the right to immediately terminate this Agreement; and that in the event of such termination. Lessee shall have no further rights hereunder, the Lessee shall thereupon forthwith remove all personal property from said premises and shall have no further right to claim thereto, and Lessor shall immediately thereupon, without recourse to the courts, have the right to reenter and take possession of the Leased Premises. Lessor shall further have all other rights and remedies as provided by law, including without limitation the right to recover damages from Lessee in the amount necessary to compensate the Lessor for all the detriment proximately caused by the Lessee's failure to perform his obligations under the lease or which in the ordinary course of things would be likely to result there from. In the event of the termination of this lease pursuant to the provisions of this Paragraph 16, Lessor shall have any rights to which it would be entitied in the event of the expiration or eariier termination of this Agreement. 17. BANKRUPTCY: In the event Lessee becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy or becomes the subject of a bankruptcy proceeding, reorganization, arrangement, insolvency, receivership, liquidation, or dissolution proceedings, or in the event of any judicial sale of Lessee's interest under this lease. Lessor shall have the right to declare this Lease Agreement in default. 18. USE OBLIGATION: Lessee shall actively and continuously use and operate the premises for the limited particular exclusive use as expressly provided for in the Use Paragraph 3 of this lease, except for failure to so use New Village Arts Lease Page 6 of 15 October 2013 caused by acts of God. Lessee, however, shall not and is expressly prohibited from using the Leased Premises for any other purpose or use whatsoever, whether it Is purported to be in addition to or in lieu of the particular exclusive use expressed in said Use Paragraph 3. 19. MAINTENANCE AND REPAIR: As part of the consideration for the leasing thereof. Lessee agrees to assume full responsibility for maintenance, repair and replacement of the interior of the building including but not limited to painting, plumbing, fixtures, windows and glass, HVAC systems, custodial, flooring, and appliances, throughout the term and without expense to the Lessor in order to maintain and preserve the Leased Premises in a good, safe, healthy and sanitary condition satisfactory to Lessor and in compliance with all applicable laws. Lessee agrees to provide approved containers for trash and garbage. Lessee agrees to keep premises free and clear of rubbish and litter, or any other fire hazards. Lessor shall be responsible for all exterior maintenance, including roof repairs and exterior paint. Notwithstanding, Lessor shall not be required at any time to maintain or to make any improvements or repairs whatsoever on or for the benefit of the Leased Premises. For the purpose of keeping the premises in a good, safe, healthy and sanitary condition. Lessor shall have the right but not the duty, to enter, view, inspect, determine the condition of and protect its interests in, the Leased Premises. If inspection discloses that the premises are not in the condition described. Lessee must perform the necessary maintenance work within ten (10) days after written notice from Lessor. Further, if at any time during the term of the Agreement for the Leased Premises Lessor determines that the Leased Premises are not in the condition described; Lessor may require Lessee to file and pay for a faithful performance bond, to assure prompt correction without additional notice. The amount of this bond shall be adequate, in Lessor's opinion, to correct the unsatisfactory condition. The rights reserved in this section shall not create any obligations or increase any obligations for Lessor elsewhere in this Agreement. 20. TAXES AND UTILITIES: This Agreement may result in a taxable possessory interest. Lessee shall be solely responsible for payment of property taxes associated with its occupancy of the Leased Premises, if any apply. Lessee agrees to and shall pay before delinquency all its pro-rata share of the possessory taxes and assessments of any kind assessed or levied upon Lessee or the Leased Premises by reason of this lease or of any structures, machines, or other improvements of any nature whatsoever erected, installed or maintained by Lessee, or by reason of the business or other activities of Lessee upon or in connection with the Leased Premises. Lessee shall also pay any fees imposed by law for licenses or permits for any business or activities of Lessee upon the Leased Premises or under this lease, and shall pay before delinquency any and all charges for utilities at or on the Leased Premises. If Lessee fails to pay said possessory taxes. Lessor may declare default in accordance with Paragraph 16. Lessee shall be responsible for payment of all utilities, including its pro-rata share New Village Arts Lease Page 7 of 15 October 2013 of water, gas and electricity. All utilities will be metered at the building site and billed to Lessee separately. 21. CONFORMANCE WITH RULES AND REGULATIONS: Lessee agrees that in all activities on or in connection with the Leased Premises and in all uses thereof, including the making of any alterations or changes and the installation of any machines or other improvements, it will abide by and conform to all ordinances, rules and regulations prescribed by the City of Carisbad, including, but not limited to, sign regulations and requirements for outdoor areas as set forth within the Carisbad Municipal Code, and any applicable laws of the State of California and Federal Government, as any of the same now exist or may hereafter be adopted or amended. 22. NON-DISCRIMINATION: Lessee agrees not to discriminate against any person or class of persons by reason of sex, color, race, religion, or national origin. Accommodations or services shall be offered by the Lessee to the public on fair and reasonable terms. 24. PARTIAL INVALIDITY: If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 24. HOLD HARMLESS: Lessee shall defend, indemnify, and hold harmless Lessor, its officers and employees from liability, damage, and expense of any kind, including reasonable attorney's fees, arising from all claims or causes of action of any kind including but not limited to injury to or death of any person or persons, including Lessee, its employees, and invitees resulting directly or indirectiy from granting and performance of this Lease Agreement or arising from the use and operation of the Leased Premises or any defect in any part thereof. 25. HAZARDOUS SUBSTANCES: The term "Hazardous Substance" as used in this Agreement shall mean any product, substance, or waste which presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the premises, (ii) regulated or monitored by any government authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the premises or neighboring properties, that was caused or New Village Arts Lease Page 8 of 15 October 2013 materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the premises during the term of this lease, by or for Lessee, or any third party. 26. EASEMENTS: This Agreement and all rights given hereunder shall be subject to all easements and rights-of-way now existing or heretofore granted or reserved by Lessor or the City of Carisbad in, to or over the Building Premises for any purpose whatsoever, and shall be subject to such rights-of-way for reasonable access, sewers, pipelines, conduits and such telephone, cable television, telegraph, light, heat or power lines as may from time to time be determined by Lessor to be necessary. 27. SUCCESSORS IN INTEREST: Unless otherwise provided in this lease, the terms, covenants and conditions herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, all of whom shall be jointly and severally liable hereunder. 28. INDEMINIFICATION OF LESSOR: Lessee shall defend, indemnify, and hold harmless Lessor, its officers and employees from liability, damage, and expense of any kind, including reasonable attorney's fees, arising from all claims or causes of action of any kind including but not limited to injury to or death of any person or persons, including Lessee, its employees, and invitees resulting directiy or indirectly from granting and performance of this Agreement or arising from the use and operation of the Leased Premises or any defect in any part thereof. 29. INSURANCE: Lessee shall obtain and maintain forthe duration of this Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with use of the subject building and provision of services by Lessee. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-VII". The policies for said insurance shall, as a minimum, provide the following forms of coverage: (a) Commercial General Liability - (covering premises and operations in the amount of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately under this lease or the general aggregate will be twice the required per occurrence limits. (b) Property Insurance - Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, trade fixtures, alterations and utility installations. Such insurance shall New Village Arts Lease Page 9 of 15 October 2013 be full replacement cost coverage with a deductible of not to exceed One Thousand Dollars ($1,000.00) per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property and trade fixtures as well as alterations and utility Installations. Lessor will be responsible for providing coverage for the structure itself, exclusive of the items required to be covered by Lessee's insurance policy. (c) Evidence of Insurance - Certificates and endorsements in a form acceptable to Lessor evidencing the existence of the necessary insurance policies shall be kept on file with Lessor during the entire term of this lease. All insurance policies shall be primary coverage, and will name Lessor as an additional insured, protect Lessor against any legal costs in defending claims and will not terminate without ten (10) days written notice to Lessor. (d) Lessor shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the Lessor, the insurance provisions in this lease do not provide adequate protection for Lessor and/or for members of the public using the Leased Premises, Lessor may require Lessee to obtain insurance sufficient in coverage, form and amount to provide adequate protection. Lessor's requirements shall be reasonable but shall be designed to assure protection from and against the kind and extent of risk, which exist at the time a change in insurance is required. (e) Lessor shall notify Lessee in writing of changes in the insurance requirements and, if Lessee does not deposit certificates/endorsements evidencing acceptable insurance policies with Lessor incorporating such changes within thirty (30) days of receipt of such notice, this lease shall be in default without further notice to Lessee, and Lessor shall be entitied to all legal remedies. (f) The procuring of such required policies of insurance shall not be construed to limit Lessee's liability hereunder, nor to fulfill the indemnification provisions and requirements of this Agreement. Notwithstanding said policies of insurance. Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this lease or with the use or occupancy of the Leased Premises. New Village Arts Lease Page 10 of 15 October 2013 (g) Lessee agrees not to use the Leased Premises in any manner, even if use is for purposes stated herein, that will result in the cancellation of any insurance Lessor may have on the Leased Premises, or on adjacent premises, or that will cause cancellation of any other insurance coverage for the premises, or adjoining premises. Lessee further agrees not to keep on the Leased Premises or permit to be kept, used, or sold thereon, anything prohibited by any fire or other insurance policy covering the premises. Lessee shall, at its sole cost and expense, comply with any and all requirements, in regard to premises, of any insurance organization necessary for maintaining fire and other insurance coverage at reasonable cost. 30. WARRANTIES-GUARANTEES-COVENANTS: Lessor makes no warranty, guarantee, covenant, including but not limited to covenants of titie and quiet enjoyment, or declaration of any nature whatsoever concerning the condition of the Leased Premises, including the physical condition thereof, or any condition which may affect the Leased Premises, and it is agreed that Lessor will not be responsible for any loss, damage or costs which may be incurred by Lessee by reason of any such condition or conditions. 31. DAMAGE TO OR DESTRUCTION OF PREMISES: In the event of damage to or destruction by fire, the elements, acts of God, or any other cause, of the improvements located within the Leased Premises Lessee shall, within ninety (90) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of improvements necessary to permit full use and occupancy of the Leased Premises for the purposes required by this lease. Repair, replacement or reconstruction of improvements within the Leased Premises shall be accomplished in a manner and according to plans approved by Lessor; provided, however. Lessee shall not be obligated to repair, reconstruct or replace the improvements following their destruction in whole or substantial part except to the extent the loss is covered by insurance required to be carried by Lessee pursuant to Paragraph 29 (b) of this Lease (or would be covered whether or not such required insurance is actually in effect). If Lessee elects not to restore, repair or reconstruct as herein provided, then the Lease shall terminate. 32. QUITCLAIM OF LESSEE'S INTEREST UPON TERMINATION: Upon termination of this Agreement for any reason, including but not limited to termination because of default by Lessee, Lessee shall execute, acknowledge and deliver to Lessor within thirty (30) days after receipt of written demand thereof a good and sufficient deed whereby all right, title and interest of Lessee in the Leased Premises is quitclaimed to Lessor. Should Lessee fail or refuse to deliver the required deed to Lessor, Lessor may prepare and record a notice reciting the failure of Lessee to execute, acknowledge and deliver such deed and New Village Arts Lease Page 11 of 15 October 2013 said notice shall be conclusive evidence of the termination of this lease and of all right of Lessee or those claiming under Lessee in and to the Leased Premises. 33. PEACEABLE SURRENDER: Upon the expiration of this lease or sooner termination or cancellation thereof, as herein provided. Lessee will peaceably surrender said premises to Lessor in as good condition as said premises were at the date of this lease, ordinary wear and tear expected. If the Lessee fails to surrender the premises at the expiration of this Agreement or the eariier termination or cancellation thereof. Lessee shall defend and indemnify Lessor from all liability and expense resulting from the delay or failure to surrender, including, without limitation, any succeeding Lessee's claims based on Lessee's failure to surrender. 34. WAIVER: Any waiver by Lessor of any breach by Lessee of any one or more of the covenants, conditions, or agreements of this lease shall not be nor be construed to be a waiver of any subsequent or other breach of the same or any other covenant, condition or agreement of this lease, nor shall any failure on the part of Lessor to require or exact full and complete compliance by Lessee with any of the covenants, conditions, or agreements of this Lease Agreement be construed as in any manner changing the terms hereof or to prevent Lessor from enforcing the full provisions hereof. The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be waiver of any preceding breach by Lessee of any term, covenant, or condition of this lease, other than the failure of Lessee to pay the particular rental so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent. 35. NO RIGHT TO HOLD OVER: Lessee has no right to retain possession of the Leased Premises or any part thereof beyond the expiration or termination of this Lease Agreement. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 36. ACCEPTANCE OF PREMISES: The Leased Premises are accepted by Lessee "As Is" and Lessor makes no warranties or representations as to the condition of the Leased Premises, including the structural integrity of building, the condition of the roof and/or the electrical, or its suitability for the Lessee's proposed use Lessee shall be entitled to have independent tests performed prior to execution of this Agreement to satisfy Lessee that the Leased Premises are in the condition warranted. By signing this lease. Lessee represents and warrants that it has independently inspected the premises and made all tests, investigations and observations necessary to satisfy itself of the condition of the Leased Premises. Lessee further acknowledges that Leased Premises are in the condition called for by this lease, and that Lessee does not hold Lessor responsible for any defects in premises. 37. QUIET POSSESSION: Lessee will at all times during the terms of this lease occupy the Leased Premises quietly and not commit any act, waste or New Village Arts Lease Page 12 of 15 October 2013 nuisance which disturbs the quiet enjoyment of the property for the Lessor, public, any neighbor or other tenant of Lessor. 38. ENTIRE UNDERSTANDING: This Agreement contains the entire and only understanding and agreement of the parties, and Lessee, by accepting the same, acknowledges that there is no other written or oral understanding or agreement between the parties with respect to the Leased Premises and that this Agreement supersedes all prior negotiations, discussions, obligations and rights, of the parties hereto. No waiver, modification, amendment or alteration of this Lease Agreement shall be valid unless it is expressly in writing and signed by authorized persons of the parties hereto. Each of the parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party, has made any promise, representations, waiver or warranty whatsoever, expressed or implied, which is not expressly contained in writing in this Agreement, and each party further acknowledges that it has not executed this lease in reliance upon any collateral promise, representation, waiver or warranty, or in reliance upon any belief as to any fact not expressly recited in this I Agreement. 39. TIME IS OF THE ESSENCE: Time is of the essence of each and all of the terms and provisions of this Lease Agreement and this Agreement shall insure to the benefit of and be binding upon the parties hereto and any successors of Lessee as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this lease shall extend to and bind any assigns and sublessee of Lessee. 40. NOTICES: Notices given or to be given by Lessor or Lessee to the other may be personally serviced upon Lessor or Lessee or any person hereafter authorized by either in writing to receive such notice or may be served by certified letter addressed to the appropriate address hereinafter set forth or to such other address as Lessor and Lessee may hereafter designate by written notice. If served by certified mail, forty-eight (48) hours after deposit in the U.S. Mail, service will be considered completed and binding on the party served. /// /// /// /// New Village Arts Lease Page 13 of 15 October 2013 FOR LESSEE FOR LESSOR President/Executive Director New Village Arts Theatre 1356 Third Aventie risbad, CA 92008 PRESIDENT/EXECTUVE ARTISTIC DIRECTOR NEW VILLAGE ARTS THEATRE DATE: V-7Vy LESS BY: DATE City of Carisbad Municipal Property Manager 405 Oak Avenue Carisbad, CA 92008 LESSOR: BY: Kathy Dodson, Interim City Manager CITY OF CARLSBAD DATE: s/9//<^ Note: Signature of Lessee must be notarized, and Authority to Bind attached. APPROVED AS TO FORM: BY: CEUA A. BREWER CIJY ATTORNEY DATE: 4^- f y ^ New Village Arts Lease October 2013 Page 14 of 15 Exhibit "A" METRICS New Village Arts agrees to: • Produce 6 Main Stage Shows per season (July 1 - June 30) • Each show will have 19 - 30 performances, for 114 -180 nights of professional theatre per year, bringing 7,000 -11,000 patrons into the Village; • In addition to Main Stage theatrical performances, NVA will offer a music series (minimum of 4 concerts per year), attracting 240 - 400 patrons; • NVA will maintain the Foundry Artist Studios, with affordable studio space available for visual artists year-round; The Foundry will be open to the public for a minimum of 20 hours per week, 50 weeks of the year; • NVA will offer classes for children in theatre and/or arts for a minimum of 3 10-week sessions per year; • NVA will continue to collaborate with the City and Urban Place on the revitalization ofthe Village. How will these be measured? • NVA will share the season brochure with the City each year; • NVA will produce an annual report for the City by the end of the first quarter of the new fiscal year (NVA's fiscal year runs July 1 - June 30) that includes full financial report, number of patrons attending shows, excerpts of reviews, and more; • Beginning in July of 2014, NVA will submit a marketing/outreach/media plan to the City that shows how NVA plans to build audiences in the coming year; • NVA will report on the number and ages of the children that are enrolled in the Education and Outreach programs; • NVA will present a "Foundry Report" that includes the number of artists working in the Foundry, how many paintings are sold and an estimate ofthe amount of foot traffic at art events; • NVA will include a question on exit surveys that asks patrons if they went out in Carlsbad Village either before or after the performance and if so, where they went (helps to track economic impact). New Village Arts Lease Page 15 of 15 October 2013 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 state of California County of On I before me, Date , Here Insehl^ifie and Title of the Mcer ' . personally appeared Name(s) of §igner(s) J~] \ SUSAN S. SAINZ eommission # 1922709 Notary Public - CaHfornia | San Diego County | My r.nmm Fxoires Jan 22. 2015f Place Notary Seal Above OPTIONAL who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)-is/are subscribed to the within instrument and acknowledged to me that >-lie/she/they executed the same in +HS/her/their authorized capacity (ies), and that by -his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Signature of Notary Public \^ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Dgj Title or Type of Docunnent: Document Date: opument Number of Pages: [3. Signer(s) Other Than Named Above: Capaclty(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • other: Signer Is Repre§£ RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Corporate Officer,p:^'nfle(s): • Individual • PaijR^r - • Limited • General attorney in Fact • Trustee • Guardian or Conservator • other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here > 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 State of California County of Sjri CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On iU^'l 9 ^/*^ before me, jLlL;^^Cl'o>^>tV\rD^ J^&<v/Uo^n^ /^^i;< ' ' * (here insert name and title ofthe offiifer) personally appeared jk^jcfkrym g>. DodsPiO who proved to me on the basis of satisfactory evidence to be the personj;«fwhose name;^ is/^ subscribed to the within instrument and acknowledged to me that >^she/Jih^ executed the same in b+s/her/Jl>etr authorized capacity(i^, and that by b+s/her/^hdr signaturejis^'on the instrument the person^or the entity upon behalf of which the personj^gfa^cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. Signature ^^f^^in .-UIAX^^ LETICIA TREVlilio REVEST COMM. #1994847 I Notary Public. Califofnia 5 San Dtego County ? My Comm. Expires Oct. 2L 2016 [ (Seal) OPTIONAL INFORMATION ' Copyright 2007-2012 Notary Rotary, Inc. PO Box 41400, Des Moines, IA 50311-0507. All Rights Reserved. Part Number 101772. Please contact your Authorized Reseller to purchase copies of this form. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Carlsbad City Clerks Office 1200 Carlsbad Village Drive Carlsbad, CA 92008 MEMORANDUM OF LEASE This Memorandum of Lease, hereinafter "Memorandum", dated , 2014, between the CITY OF CARLSBAD, CITY, and New Village Arts, LESSEE, conceming the Leased Premises at 2787 State Street, Carlsbad, CaUfomia 92008. For good and adequate consideration, CITY, leases the Leased Premises to LESSEE for the term and on the provisions contained in the Lease dated , 2014, the Memorandum of which is recorded by the San Diego County Recorder's Office, including without limitation provisions prohibiting assignment, subleasing, and encumbering said leasehold, as more specifically set forth in said Lease, which said lease is incorporated in this Abstract by this reference. The term of this lease is three (3) years beginning July 1, 2013 and ending June 30, 2016 with two (2) additional one (1) year periods granted at the sole discretion and option ofthe CITY. Rent is due and payable on or before the first day of July each and every year and is to be delivered to the Finance Department ofthe City of Carlsbad at 1635 Faraday Avenue, Carlsbad, Califomia 92008. The monthly rent schedule is one ($1) dollar per year. This Memorandum is not a complete summary of the Lease. Provisions in this Memorandum shall not be used in interpreting the Lease provision. In the event of conflict between this Memorandum and other parts of the lease, the other parts shall control. Execution hereof constitutes execution ofthe Lease itself IN WITNESS WHEREOF, each of the undersigned has executed this Memorandum as ofthe dates set forth in the respective notary acknowledgements attached hereto. uesEi^: NBvJViLU^&f A^TS Executed at: ^jlSPft/H^^CmkUid iS't^SotK'.C\\^ Cf^fiJJ^'i>f^^.CL(^^l^telpa,\ On: H'l^^miS On: Cf-Hll^ BvLESSEE^^F -— By S^-M..^ Name Printed: rfrT/tiUC flf^/LuiHf Name Printed: Kathy Dodson Title: l/f Title: '"terlm City Manager By Name Printed: Address: fpZl Shjx StvW" Telephone: Facsimile: iA. ^(X- Federal ID No. u APPROVED A5.ro i^OKm t : A. BREWER, CITY ATTORNEY DATE: // - '7^ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT before me, .^ZH-^^^HTI^I , CIVIL CODE § 1189 Here Insert Mame and Title of the Offio Name(s) of Sig(ner(s) 'n~ SIJSAN S SAINZ Commission # 1922709 _ Notary Put)tic - California z ^ San Oiego County - My Comm. Expires Jan 22,20151 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in ^=Hs/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above ^—> ure: J^^UAA^^ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document ^ Title or Type of Document: ^^Ylj0mjl£%iA^hl^aa£^ Document Date: Number of Pages: / Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General n Attorney in Fact • Trustee n Guardian or Conservator • Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2010 National Notary Association • NationalNolary.org • 1 -800-US NOTARY (1 -800-876-6827) Item .#5907 State of California County of S^r^ f^i^o CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On >p^:i ^f^i4 before me, kMcion^OJlnjc {UuJi^. /U^rU PUQlk • (here insert name ana title of the officer) personally appeared i-<ic^ryi^ B. Qcdklivn who proved to me on the basis of satisfactory evidence to be the personj^afwhose namQ^sfis/^pH^subscribed to the within instrument and acknowledged to me that J>€f/she/^|je5r executed the same in ,t>i«/her/ti>eTr authorized capacityp^esTand that by^>tS7her/J):>eiT signatur^^^on the instrument the person(s)for the entity upon behalf of which the personjts)"acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ^jt^j^ JMMXO RSUL^ LEflCIATREVliio REYES T COMM. #1994847 i Notary PuWic. California g San Diego Couniy ^ My Comm. Exofes Oct. 21.2016 [ (Seal) OPTIONAL INFORMATION [though the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this actHipwIedgment to an unauthorized document and may prove useful to persons relying on the attached documetn ^^pyriqht ,?G07 -701? Motary fiotary, Inc PO Bo* 41400, Des Moine.?, "A 50311-050.?. .All Rights Reserved. Part Nurriber 101772. Please coruact your Authonzed Reseller to purchase copies of this form